N2OFF Inc 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No.001-40403 N2OFF, INC.(Exact name of registrant as specified in its charter) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 13, 2025, the registrant had2,712,883shares of common stock, par value $0.0001per share, outstanding (as adjusted following thereverse split of the Company’s common stock at a ratio of 1:35 that became effective on September 22, 2025). N2OFF, Inc. Quarterly Report on Form 10-Q TABLE OF CONTENTS PageForward-Looking Statements3PART I - FINANCIAL INFORMATION4Item 1.Condensed Consolidated Interim Financial Statements (unaudited)4Condensed Consolidated Interim Balance Sheets (unaudited)5Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)6Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)7Condensed Consolidated Interim Statements of Cash Flows (unaudited)9Notes to Condensed Consolidated Interim Financial Statements10 - 29Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures about Market Risk39Item 4.Control and Procedures39PART II - OTHER INFORMATION40Item 1Legal Proceedings40Item 1A.Risk Factors40Item 2Unregistered Sales of Equity Securities and Use of Proceeds40Item 3Defaults Upon Senior Securities40Item 4Mine Safety Disclosures40Item 5Other Information40Item 6.Exhibits40SIGNATURES412 FORWARD-LOOKING STATEMENTS Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”) including in Item 2, “Management’s Discussionand Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and assuch constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A ofthe Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financialcondition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what isbelieved to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements includestatements regarding, among other things: ●Our efforts to complete and integrate current and/or future acquisitions and joint ventures, which could disrupt our current business activities andadversely affect our results of operations or future growth.●Regulatory and compliance changes may adversely impact Solterra’s operations and our joint venture value.●Joint venture and partnership risks may affect Solterra’s projects and our joint venture value.●Our ability to implement potential synergies between us and MitoCareX.●Operational and business opportunities available to us following the acquisition of MitoCareX.●International expansion of our business exposes us to b